FEDERAL COURT OF AUSTRALIA
Corporations Act, in the matter of KAZ Group Limited [2004] FCA 738
IN THE MATTER OF KAZ GROUP LIMITED (ACN 002 124 405) AND THE CORPORATIONS ACT
N 868 OF 2004
GYLES J
28 MAY 2004
SYDNEY
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
N 868 OF 2004
IN THE MATTER OF KAZ GROUP LIMITED (ACN 002 124 405) AND THE CORPORATIONS ACT
KAZ GROUP LIMITED (ACN 002 124 405)
PLAINTIFF
JUDGE:
GYLES J
DATE OF ORDER:
28 MAY 2004
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
Orders be made in accordance with the short minutes of order:
1.There be convened by the Plaintiff:
(a)a meeting of the holders of fully paid ordinary shares in the Plaintiff (KAZ Shareholders) to consider, and if thought fit, approve a scheme of arrangement (Ordinary Scheme) between the Plaintiff and the KAZ Shareholders (the Ordinary Scheme Meeting); and
(b)a meeting of the holders of options to acquire shares in the Plaintiff (KAZ Optionholders) to consider, and if thought fit, approve a scheme of arrangement (Option Scheme) between the Plaintiff and the KAZ Optionholders (the Option Scheme Meeting)
(together the Meetings).
2.The Ordinary Scheme Meeting be held on 6 July 2004 at the Avillion Hotel, 389 Pitt Street, Sydney. The meeting shall commence at 10.00 am.
3.The Option Scheme Meeting be held on 6 July 2004 at the Avillion Hotel, 389 Pitt Street, Sydney. The meeting shall commence at 10.15 am or immediately following the close of the Ordinary Scheme Meeting.
4.Peter John Housden, or Peter Kazacos in his place should Peter John Housden be unable to attend for any reason, is to chair the Meetings and any adjournment of the Meetings.
5.The Meetings can resolve to be adjourned.
6.Five members present in person or by proxy, corporate representative or attorney under power, shall constitute a quorum for Ordinary Scheme Meeting, and five optionholders present in person or by proxy, corporate representative or attorney under power, shall constitute a quorum for Option Scheme Meeting.
7.The Plaintiff be dispensed from compliance with r 2.15 of the Federal Court (Corporations) Rules except insofar as that rule applies reg 5.6.13 of the Corporations Regulations to the meetings.
8.The Meetings be advertised once in each of The Australian and the Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked ‘A’, such advertisement to be published not less than 14 days before the date appointed for the Meetings.
9.The application under s 411(4) of the Corporations Act for an order approving the Ordinary Scheme and Option Scheme be advertised once in each of The Australian and the Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked ‘B’, such advertisement to be published not less than five days before the date appointed for the hearing and that the Plaintiff be dispensed from compliance with r 3.4(3)(a) of the
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- AGLC
- Re Kaz Group Ltd [2004] FCA 738
- Case
- [2004] FCA 738
- Decision Date
CaseChat Overview and Summary
The legal issues that the court needed to decide included whether the court should order the convening of meetings for the approval of the schemes of arrangement, and if so, under what conditions. This involved interpreting the Corporations Act and ensuring the proper process was followed for such meetings. The court had to determine the appropriate advertising and notification requirements, the quorum necessary for decision-making, and the form of the explanatory statements to be provided to the shareholders and optionholders.
The court ruled in favour of the Plaintiff, granting the orders sought. The court found that the Plaintiff was entitled to convene the meetings of shareholders and optionholders to consider and approve the proposed schemes of arrangement. The court detailed the specific conditions for the meetings, including the timing, location, and necessary quorum. The court also approved the form of the explanatory statements and advertisements to be published in newspapers, and allowed for certain procedural dispensations. The case was stood over to a later date for further hearings on related matters.
In conclusion, the orders granted by the court included convening the specified meetings on the dates and under the conditions outlined, advertising requirements, dispensations from certain procedural rules, and the approval of the explanatory statements and notices to be sent to shareholders and optionholders.
Orders
Orders of the court
Orders be made in accordance with the short minutes of order:
1. There be convened by the Plaintiff:
(a) a meeting of the holders of fully paid ordinary shares in the Plaintiff (KAZ Shareholders) to consider, and if thought fit, approve a scheme of arrangement (Ordinary Scheme) between the Plaintiff and the KAZ Shareholders (the Ordinary Scheme Meeting); and
(b) a meeting of the holders of options to acquire shares in the Plaintiff (KAZ Optionholders) to consider, and if thought fit, approve a scheme of arrangement (Option Scheme) between the Plaintiff and the KAZ Optionholders (the Option Scheme Meeting)
(together the Meetings).
2. The Ordinary Scheme Meeting be held on 6 July 2004 at the Avillion Hotel, 389 Pitt Street, Sydney. The meeting shall commence at 10.00 am.
3. The Option Scheme Meeting be held on 6 July 2004 at the Avillion Hotel, 389 Pitt Street, Sydney. The meeting shall commence at 10.15 am or immediately following the close of the Ordinary Scheme Meeting.
4. Peter John Housden, or Peter Kazacos in his place should Peter John Housden be unable to attend for any reason, is to chair the Meetings and any adjournment of the Meetings.
5. The Meetings can resolve to be adjourned.
6. Five members present in person or by proxy, corporate representative or attorney under power, shall constitute a quorum for Ordinary Scheme Meeting, and five optionholders present in person or by proxy, corporate representative or attorney under power, shall constitute a quorum for Option Scheme Meeting.
7. The Plaintiff be dispensed from compliance with r 2.15 of the Federal Court (Corporations) Rules except insofar as that rule applies reg 5.6.13 of the Corporations Regulations to the meetings.
8. The Meetings be advertised once in each of The Australian and the Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked ‘A’, such advertisement to be published not less than 14 days before the date appointed for the Meetings.
9. The application under s 411(4) of the Corporations Act for an order approving the Ordinary Scheme and Option Scheme be advertised once in each of The Australian and the Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked ‘B’, such advertisement to be published not less than five days before the date appointed for the hearing and that the Plaintiff be dispensed from compliance with r 3.4(3)(a) of the Federal Court (Corporations) Rules in respect of such advertisement.
10. No later than 7 June 2004 a document in the form or to the effect of the draft document constituting Exhibit ‘B’ containing inter alia:
(a) summary of the key features of the proposal;
(b) the schemes of arrangement;
(c) statutory information;
(d) the merger implementation agreement; and
(e) the independent expert’s report;
(f) notices of the meetings; and
(g) proxy forms;
be posted by pre-paid post (in the case of any holder of the Plaintiff's ordinary shares or options whose registered address is outside the country by airmail or dispatched by air courier for postage overseas) to each of the holders of the Plaintiff's ordinary shares and options.
11. The explanatory statement contained in Exhibit ‘B’ be and is hereby approved.
12. The proceedings be stood over until 9 July 2004 for the hearing of the matters referred to in paragraphs 4 and 5 of the Application.
13. The Plaintiff have liberty to apply.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
Established by: GYLES J
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